The Shareholder Forum supports investor interests in corporate
enterprise value with services that require independence – and that may
benefit from the Forum’s network resources and recognition for advocacy
of long term investor interests – to assure a definition of relevant
issues and fair access to information that can be relied upon by both
corporate and investor decision-makers.

The policies that provide a foundation for the Forum’s marketplace
functions have been carefully developed and tested to allow any investor
to participate in its communications, either anonymously or visibly,
without acting in concert. Established originally to accommodate
professional fund managers, this independent moderator function has
proved to be consistently effective in managing orderly processes of
issue definition for rational analysis by fiduciaries who are
responsible for informed decisions.

Initiated in 1999 by the CFA Society of New York (at the time known as
the New York Society of Security Analysts) with lead investor and former
corporate investment banker Gary Lutin
as guest chairman to address the professional interests of its members,
and independently supported by Mr. Lutin since 2001, Forum programs have
achieved wide recognition for their effective definition of important
issues and orderly exchange of the information and views needed to
resolve them. The Forum's ability to convene all key decision-making
constituencies and influence leaders has been applied to subjects
ranging from corporate control contests to the establishment of
consensus marketplace standards for fair disclosure, and has been relied
upon by virtually every major U.S. fund manager and the many other
investors who have participated in programs that addressed their
interests.

Currently important applications of the Forum’s independent position
include the support of corporate managers who wish to provide the
leadership expected of them by responding to activist challenges with
orderly reviews of issues relevant to long term investor interests.

Requests for Shareholder Forum consideration of support may be initiated
confidentially by any investor or by the subject company, or by the
professional advisors to either.

Gary Lutin

Chairman, The Shareholder Forum

Gary Lutin has been conducting the Shareholder Forum programs
since 1999, when he was invited by the New York Society of Security Analysts
(“NYSSA”) to serve as the guest chairman of their pioneering project to show how investors could obtain the information they
needed for buy-sell and voting decisions. The influential and sometimes
controversial series of Forum demonstration cases, from the dot-com era
insistence on reality metrics about Amazon.com to the recent use of
appraisal rights for an intrinsic value alternative in the Dell buyout, have led the way to many of the marketplace
and regulatory reforms that currently support investor interests. He has
also chaired Forum
programs that addressed broadly applicable investment issues such as executive
compensation and fair investor access, convening key constituencies to provide a foundation for both private and public
policy decisions. (See
www.shareholderforum.com.)

Prior to his
activities chairing Shareholder Forum programs, Mr. Lutin had been the lead
investor in acquisitions of companies with the management oversight of
J. Keith Louden.
Starting his career in investment banking, he had founded Lutin & Company in
1976 when he was 28 years old, and within five years established the firm’s
clear dominance in the niche for capital access and acquisitions
supporting the growth of competitively superior mid‑size companies, making
it the model for a subsequent generation of “boutique” and “merchant
banking” firms. Mr. Lutin had been trained at Manufacturers Hanover Trust,
Weeden & Company, the Committee for Economic Development, and Salomon Bros.
& Hutzler, and had graduated from Yale University in 1969 with an economics
degree.

Mr. Lutin can be reached at Lutin & Company, 575 Madison Avenue, New York,
New York 10022, by telephone at 212-605-0335 or by email at
gl@shareholderforum.com.

Inquiries, requests
to be included in email distribution lists, and
suggestions of new Forum subjects may be addressed
to
inquiry@shareholderforum.com.

Publicly open
programs of the Shareholder Forum are conducted for
free participation of all shareholders of a subject
company and any fiduciaries or professionals
concerned with their decisions, according to the
Forum’s stated "Conditions
of Participation." In all cases, each
participant is expected to make independent use of
information obtained through the Forum, and
participation is considered private unless the party
specifically authorizes identification.

The information
provided to Forum participants is intended for their
private reference, and permission has not been
granted for the republishing of any copyrighted
material. The material presented on this web site is
the responsibility of
Gary Lutin, as chairman of the Shareholder
Forum.

Shareholder Forum™
is a trademark owned by The Shareholder Forum, Inc.,
for the programs conducted since 1999 to support
investor access to decision-making information. It
should be noted that we have no responsibility for
the services that Broadridge Financial Solutions,
Inc., introduced for review in the Forum's
2010 "E-Meetings" program and has since been
offering with the “Shareholder Forum” name, and we
have asked Broadridge to use a different name that
does not suggest our support or endorsement.